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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 6, 2026
Celularity
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38914 |
|
83-1702591 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
170
Park Ave
Florham
Park, New Jersey |
|
07932 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (908) 768-2170
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, $0.0001 par value per share |
|
CELU |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share |
|
CELUW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
March 6, 2026, Celularity Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase and Exclusive License
Agreement (the “Agreement”) with NexGel, Inc., a Delaware corporation (the “Licensee”), whereby the Company granted
to the Licensee an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully
described in the Agreement and the Company agreed to sell to the Licensee assets related to the portfolio (collectively, the “Business”).
Consideration
for the Business will consist of up to $35.0 million in cash, subject to certain adjustments, which will include (i) a $15.0 million
upfront payment and (ii) an additional $20.0 million in potential milestone payments based on net sales targets related to the Business.
.
The
Agreement contains customary representations, warranties, covenants, indemnifications, and agreements. Among other ancillary agreements,
the Agreement contemplates that the parties will enter into a contract manufacturing agreement and sublease agreement related to the
Business.
Each
party’s obligation to consummate the transaction is subject to customary conditions as set out in the Agreement, including the
Licensee’s receipt of financing in an amount sufficient to pay the initial $15.0 million upfront payment. In addition, the Agreement
contains customary termination rights of the parties.
This
summary of certain terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated into this Current Report on Form
8-K (this “Form 8-K”) by reference.
The
Agreement has been included solely to provide investors and security holders with information regarding its terms. It is not intended
to be a source of financial, business or operational information, or to provide any other factual information, about the Company, the
Licensee or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement are
made only for purposes of the Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically
set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms
of the Agreement; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from
those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties
and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, the Licensee
or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties
and covenants may change after the date of the Agreement, as applicable, which subsequent information may or may not be fully reflected
in public disclosures.
Item
8.01. Other Events.
On
March 10, 2026, the Company issued a press release announcing the transaction relating to the Business. A copy of the press release is
filed as Exhibit 99.1 hereto and incorporated herein by reference in its entirety. This information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| 10.1* |
Asset Purchase and Exclusive License Agreement dated March 6, 2026 between NexGel, Inc. and Celularity, Inc. |
| 99.1 |
Press release issued by Celularity Inc. on March 10, 2026. |
| 104 |
Cover Page Interactive
Data File (formatted as Inline XBRL) |
*
Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation
S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information
is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules
(or similar attachments) to the SEC upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CELULARITY INC. |
| Dated: March 10, 2026 |
|
| |
By: |
/s/
Robert J. Hariri |
| |
Name: |
Robert J. Hariri, M.D., Ph.D. |
| |
Title: |
Chairman and CEO |
Exhibit
99.1
Celularity
Secures $35 Million Strategic License Deal, Strengthens Capital Position to Advance Longevity-Focused Strategy
| ● | Transaction
expected to generate up to $35 million in upfront and milestone payments |
| ● | Celularity
retains exclusive manufacturing rights, creating continued biomaterials revenue and margin
opportunity |
| ● | Organizational
realignment reduces operating expenses and sharpens focus on longevity therapeutics |
FLORHAM
PARK, N.J., March 10, 2026 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”),
a regenerative and cellular medicine company focused on longevity science, today announced that it has entered into definitive agreements
establishing a strategic commercialization partnership for its placental-derived biomaterials portfolio. The transaction is expected
to close no later than April 15, 2026, subject to customary closing conditions.
The
transaction is intended to monetize Celularity’s commercial biomaterials portfolio while allowing the Company to concentrate resources
on advancing its longevity-focused therapeutic pipeline.
Under
the terms of the agreements, Celularity granted an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage
programs. The Company expects to receive upfront consideration at closing and may receive additional milestone-based payments totaling
up to $35 million, representing non-dilutive capital. Celularity will also be eligible to receive royalties on future net sales of certain
development-stage products upon commercialization.
Celularity
will act as the exclusive manufacturer of the licensed products at its FDA-compliant facility in Florham Park, New Jersey, creating an
ongoing manufacturing revenue stream while maintaining participation in the economics of the licensed products. The Company’s vertically
integrated manufacturing infrastructure is designed to support scalable, quality-driven production for both commercial-stage products
and next-generation placental-derived cellular therapeutics.
“This
partnership represents a disciplined step forward in strengthening our capital position while sharpening our focus on longevity medicine,
a broad set of applications where Celularity’s proprietary, newborn placental cellular technology has significant biological advantages,”
said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer. “We are monetizing commercial infrastructure in a capital-efficient
manner, reducing operating complexity, and retaining long-term economic participation through manufacturing and royalties. This transaction
enhances our ability to concentrate resources on high-value cellular therapeutics targeting the fundamental mechanisms of aging.”
pH
Partners, LLC acted as financial advisor to Celularity in connection with the transaction.
Organizational
Realignment and Capital Efficiency
As
part of the transaction, personnel associated with the Company’s commercial and product development biomaterials activities are
expected to transition to the commercial partner at closing. Celularity will further reduce its workforce in line with the organizational
restructuring, which is designed to lower operating expenses and align resources with Celularity’s core longevity-focused therapeutic
pipeline and scalable manufacturing platform. This realignment is expected to enhance capital efficiency by concentrating investment
on high-value clinical and manufacturing initiatives while reducing non-core operating expenditures.
Strategic
Focus on Longevity
Following
the transaction, Celularity will intensify its longevity focus on developing placental-derived cell therapies designed to address key
biological drivers of aging, including cellular senescence, chronic inflammation, and tissue degeneration. The Company also intends to
expand its commercial and clinical opportunities in jurisdictions that permit investigational use of cellular and biologic technologies
under applicable state frameworks, including Florida, Texas, and Arizona, among others, in compliance with applicable law and regulatory
requirements.
Dr.
Hariri added, “We believe longevity medicine represents a significant long-term opportunity where we can lead. Emerging investigational
use pathways may allow physicians and researchers to responsibly evaluate innovative biologic technologies and explore the regenerative
potential of placental-derived cell therapies while Celularity continues advancing its regulated development programs.”
About
Celularity
Celularity
Inc. (Nasdaq: CELU) is a longevity-focused regenerative and cellular medicine company developing and manufacturing allogeneic and autologous
cell therapies derived from the postpartum placenta. Celularity leverages the placenta’s unique biology, immunologic properties,
and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease.
For
more information, please visit www.celularity.com.
Forward-Looking
Statements
Certain
statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the anticipated closing of the
strategic commercialization partnership described herein and the expected timing thereof; the potential receipt of upfront consideration,
milestone payments, royalties and manufacturing revenues associated with the transaction; the anticipated operational and strategic benefits
of the partnership; Celularity’s strategic focus on longevity science, scalable manufacturing infrastructure and capital efficiency;
the continued development, regulatory advancement and commercialization of the licensed biomaterials portfolio and development-stage
programs; and Celularity’s plans to pursue commercial and clinical opportunities for its technologies in jurisdictions that permit
investigational use under applicable law.
Forward-looking
statements are based on Celularity’s current expectations and assumptions regarding future events and are subject to risks, uncertainties
and changes in circumstances that are difficult to predict. Words such as “anticipate,” “believe,” “expect,”
“intend,” “may,” “plan,” “potential,” “project,” “should,” “will,”
and similar expressions are intended to identify forward-looking statements.
Actual
results may differ materially from those expressed or implied in forward-looking statements as a result of various risks and uncertainties,
including, without limitation, the ability of the parties to satisfy closing conditions and complete the transaction on the anticipated
timeline or at all; the ability to realize anticipated financial benefits of the transaction, including milestone payments, royalties
or manufacturing revenues; variability in manufacturing volumes or product demand; regulatory developments affecting the development,
manufacture or commercialization of Celularity’s products; the successful execution of Celularity’s strategic realignment
and organizational restructuring; the development and commercialization of Celularity’s longevity-focused therapeutic programs;
and the other risks and uncertainties described under the caption “Risk Factors” in Celularity’s Annual Report on Form
10-K and Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on May 8, 2025, and
May 21, 2025, respectively, and in Celularity’s other filings with the SEC.
Forward-looking
statements speak only as of the date of this press release. Except as required by law, Celularity undertakes no obligation to update
or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this press release.
Investor
Contact
Carlos
Ramirez
Senior
Vice President, Celularity Inc.
Carlos.ramirez@celularity.com
